Everything I'm Not
by ChocolateKiss1995
Summary: Alison digs the knife into Spencer, right where she knows it will hurt the most. (Spoby fluff)


**AN: Set after 5x04.**

**Prompt: Alison makes Spencer jealous in regards to Toby.**

Spencer's entire life seemed to be a series of very delicate life lessons sometimes. From her mom, she'd learned to never show weakness, that it was never alright to cower in the face of a struggle, no matter how large or much she wanted to and to never expect to be coddled. Her father had taught her, through example, that appearance is always first priority, what others think of you matters more than what you think of yourself and pretty lies are always better than ugly truths. From her sister, she learned that winning means more than loving and happiness is how many awards you've received, how many plaques have your name on them and who is bragged about at the club.

She had learned a long time ago that she would never be the Golden Child. She'd never measure up, no matter how many pills she popped, no matter how many extra hours she worked, no matter what smile she plastered onto her blemish-less complexion, no matter how much she wanted and dreamed and craved to be perfect, she'd learned that it wasn't her and it would be never be her.

Alison had taught Spencer a long time ago that she'd always be in someone's shadow. She would never be anyone's number one.

Except Toby's. Always would she be his first priority, his love, his life, his _family_. He was the silver lining, the one decent thing in a black cloud of a life, the only treasure she'd ever captured, the only good thing in her world.

But Spencer had learned a long time ago, that the good in life will never last.

Whatever you choose to lean on will fall under your weight.

This concept was never as crystal clear as it was inside The Hastings' Lake-house one night with the girls. It was stormy, it was cold and it was scary. Earlier that day the girls had decided to take a break from chasing -A for five minutes to come out here, to the Hastings' private residence, to relax and remember why exactly they'd all become friends in the first place. As the day wore on, the storm began to hit, slowly at first then all at once and not one of the girls wanted to rough a drive back to Rosewood or risk one of their loved ones driving on the slippery pavements to get them.

So the five girls continued their bonding inside the lake-house.

"You go next, Aria," Emily urged, as the girls hit their third round in the game of Truth. Truth, an ironic game for these girls to be playing, was alternate version of a Truth or Dare, without the latter. The girls hadn't played it since before Ali went missing, when it became crystal clear what truth she had not been telling.

The game, though seemingly harmless, did have some hurtful qualities.

"Alright, Spence," Aria directed, apparently already given her question some thought beforehand. "Who is one person who you wished you could have met?"

The question, though simple enough, brought out an answer none of the girls expected. They all thought she'd say something like Cleopatra, George Washington, Mary, Queen of Scotts, or someone else that you'd probably only hear about in a history class. The answer none anticipated was, "Toby's mom, Marion Cavanaugh."

A silence fell over the room as each girl's face-even Alison's-became ashen.

Finally Emily broke it. "She was really sweet," She stated, looking at her drink, swishing it around with her finger. "I remember she used to bring Toby out these Mickey Mouse shaped pancakes, with chocolate syrup and sprinkles and whipped cream and she would let him eat them in the front yard, under the sun. And when it snowed, she was the first one outside, building a snowman. She used to have these competitions with Toby, who could build a bigger snowman, with carrots and tall hats and scarfs. And she'd always prepare for the bake sales, like, weeks in advance. She would read to him too, on the porch, even when he was way too old to be read to. And I remember seeing them at church, on Christmas and Easter. She was always really dedicated to God." Emily's rant sparked the interest in all four girls, not just Spencer. They all appeared to be awed into complete silence.

Hanna spoke next. "Yeah, I remember this school play we did. . . ." She squinted as if it would help her remember. "Toby wasn't in it but she still wanted to help. . . We might have been nine but I remember her building decorations and helping kids memorize their lines and telling us how good we were and how talented we were. . . which was a complete lie because we were _nine_."

They all laughed together, quietly and in harmony. Spencer racked her brain for a scratchy memory, something she might have of Marion Cavanaugh that she didn't know she remembered.

She could remember being five and seeing a boy that looked a lot like Toby holding a woman's hand on the way to class. It was her first day of kindergarten and she was petrified. She wanted to cry her eyes out and beg to go home. But when she grabbed her mom's hand, whispering she was scared, Veronica swatted her backwards, saying "You're not a baby and I'm doing dealing with it, Spencer. Be a grown up and march into that classroom like you own the place."

Spencer remembered the boy holding his mom's hand had went into the classroom across the hall, a first grade class. When he got there though, he clung to his mother's leg, begging her to stay and when she couldn't, he burst into tears. Spencer remembered how jealous she'd been, how she wished she could cry and hang onto her mother. But when she mentioned this incident to her mom later, at first she got yelled at for interrupting an important call and then Veronica later said, it wouldn't help the boy in the long run and she didn't want to hear any more about it.

Spencer wasn't even sure that boy was Toby. It might just look like him in her memories, because she _wants_ it to be him. She wants to have a memory of Toby and his mother, something to grab onto.

Honestly though, Spencer's clearest memory of Marion Cavanaugh was her funeral. The whole town had gone. Marion had been a nurse at the local hospital and everyone who knew her said she was a sweetheart. Spencer remembered the black dress she wore that Alison picked out, just like she'd picked all the other girls' outfits, stating she wanted them all to look their best for any occasion. Spencer had been crowded into a row with the other four girls, her parents, Melissa and Ian. The other girls' parents and Mike all sat in the rows before and after them.

When the service started, Spencer remembered Daniel Cavanaugh gulping before squeezing his eyes shut. He had his hand clasped around a boy, about a year older than Spencer. The boy wore mismatched clothes, slightly inappropriate for a funeral. As the pastor spoke, Daniel got more and more emotional, squeezing his son tighter and tighter to him, not that anyone faulted him.

When it was time to make speeches, Daniel's hands visibly shook throughout his speech, his face pink and wet. But he pulled through it, even if his voice broke more times than Spencer could count. Spencer remembered what happened next, as it played in her mind the entire allotment of time she believed Toby to be a creep and a pervert. A young Toby walked up to the stage as his dad walked off, with his nose red and runny and his face soaked with tears. His carried a crumpled piece of paper in his hands and placed it on the pedestal, quickly starting to speak. His words were hard to understand, as his already scratchy voice, thanks to puberty, was now breaking at the end of every sentence. Halfway through, he stopped, shook his head and ran off stage and into his father's arms.

The service ended fairly quickly after that and Toby was nowhere to be seen. On the way out, Spencer heard one of her parents' country club cronies telling her mom that Daniel had taken him to lie down in some secluded room.

As surprising as it seemed now, at the time Daniel Cavanaugh seemed like a good father.

Spencer apparently was lost in thought longer than she realized as the next thing she registered was Aria waving her hand in front of Spencer's face. "Spence?" She called. "Earth to Spencer?"

"Maybe she's had too much," Hanna teased, grabbing Spencer's cup from her hands.

Spencer batted her hands away, moving her cup out of reach. "I'm fine!" Spencer defended, laughing, which was really not helping her case. "I was just thinking about Marion's funeral."

The momentary lightness disappeared. "Did anyone even know she was depressed beforehand, before she . . . .'' Aria asked, quietly, her eyes cutting to Spencer.

"I think the hospital knew," Emily shrugged. "But she kind of fell out with her friends. . . I guess that should have been a sign."

Alison, for the first time since they started on the topic of Toby's mom, spoke. "Well, she became pretty useless before she went to stay in Radley."

Everyone turned to Ali, their mouth hung open by the offhanded comment. "What's that supposed to mean?" Spencer snapped, her hands tightening on her cup.

Alison shrugged, rolling her eyes slightly. "I just mean that she skipped work all the time and didn't go out a lot so people probably didn't know something was even wrong with her. Probably thought she was just getting lazy," She mumbled to herself, as if it were her own inside joke.

Ali's comments were insensitive but not all together rude. But something about the way she spoke with such conviction, like she knew Marion Cavanaugh personally, like they were lunch buddies or country club pals, really pissed Spencer off.

"And how would _you_ know that she didn't go to work or didn't see her friends?" Spencer asked, her eyes narrowing.

Alison's expression quickly contorted into one that matched Spencer's. "Because I was over at her house around the time she got depressed. A lot."

Spencer's face changed, like she'd been shocked. "_You_?'' She exclaimed in disbelief. "You?" She repeated again.

"Yes, me, you idiot," Ali snapped. "I was friends with Toby Cavanaugh long before you started boning him."

Her rude comment didn't even register with the brunette, shock wearing too hard on her brain.

"You don't have to be rude," Hanna snapped in Spencer's defense. Apparently the comment didn't go clear over her head. "It's not like you made your friendship with him so clear. For as long as I can remember you've been calling him Creepy Cavanaugh."

Alison shrugged. "It was before all that. . . ." Her expression turned uncomfortable for a slight second and if someone hadn't spent all of junior high being her best friend, they probably wouldn't even notice. Her eyes shifted to Spencer for a second, taking in her face. Spencer's features were contorted with badly concealed anger, shock, confusion and something else. Jealousy?

The people Alison loved to mess with most was her friends. She loved to get under their skin whenever she could, make them feel just a little bit smaller than her, make sure she was the only voice they heard. This had become harder since she'd come back to Rosewood. Her friends somehow sprouted their own set of wings and taught themselves to fly without her.

Her intentions weren't exactly cruel. She didn't want them to hate themselves or each other. She just wanted them to love her more, to admire her more, to listen to only her.

Alison took whatever she could get nowadays, especially from her skinny brunette friend, who was always the hardest to crack. Nothing felt better, as much as even she hated to admit it, than making Spencer Hastings, type A, rich, confident, smart, poised crack like a broken egg shell.

"Toby had this huge crush on me back when we were younger," Ali said, breaking the silence.

"What?" Emily exclaimed. She'd been acquaintances with Toby before she'd been recruited as one of Alison's posse.

"He used to draw me these pictures with little notes and he'd leave them in my locker. They were these beautiful little cartoon sketches, of like nature and animals and of _me_," She emphasized, looking discretely towards Spencer, "like the pencil work was beautiful, like so precise. I actually thought he'd become a professional artist one day," Alison leaned back to fan herself, acting cavalier.

"Yeah," Em added after a minute. "I remember seeing his notebook for the first time in chemistry. He is really talented. In fact," She pulled out her cell phone, scrolling through the photos. "He made me this," She popped up a picture of a CD case cover with a drawing of a girl on it.

Spencer looked between Emily and Alison, unsure of what to say. Toby hadn't really ever been too forthcoming with his artistic talent and she'd never given much thought to it ever being a profession for him. Outside of the Valentine's Day card he'd made her, he'd never given her anything he'd made without carpentry. In fact, if she hadn't seen Emily's cover art to her CD, she'd never known he even _could_ draw.

"He's good," Aria noted, breaking her focus from the cell phone Emily was still holding. Her eyes fell on Spencer, almost asking a silent question. Didn't she know this? She talked about Toby so much-probably to Aria more than any of the other girls-why hadn't she mentioned this before?

"Yeah, he used to talk all the time about this art school on the west coast he wanted to go to," Alison added, smiling slightly. Or was that a smirk playing across her face? Spencer really couldn't tell if it were reality or her mind playing tricks on her.

"Too bad you ruined that for him," Hanna cut in, her smirk more obvious than Alison's. "You know, when you got him sent to reform school?" Hanna's anger against Alison clearly went deeper than any of the girls knew but, at least for the moment, Spencer wanted to hug her usually bubbly, blonde friend for shutting Ali up.

"Yeah," Emily said awkwardly after a moment of silence. "He was still drawing the same picture he's been working on for weeks when I stopped by his loft the other day. I guess he doesn't have as much time as he used to."

The longer the conversation carried on, the more Spencer began feeling like the world's worst girlfriend. She didn't know he wanted to be a professional artist, she didn't even really know he could draw well or that this was a hobby he often would engage in.

What made her feel worse though, was the fact that he hadn't shared this with _her_. He'd clearly shared this with Ali, of all people. He'd drawn pictures for Ali, drawn pictures _of_ Ali.

Spencer knew jealousy was an ugly green monster. Her parents used to call her out on it as a child.

_"Stop feeling sorry for yourself and work as hard as your sister!"_

_"Clap louder for her. I know you wish that were you but that doesn't mean you can take that out on her."_

_"Why do you want to be Melissa so badly?"_

_"Don't be like that, Spencer. Stop being jealous of your sister. Do you understand how hard she's worked for everything she's accomplished?"_

But, as much as she told herself to knock it off, she couldn't shake the feeling from her system. Alison's words rang through her head._ "He used to have a huge crush on me when we were younger."_

He'd had a crush on Ali? How? When? Why? Suddenly these questions started flying out of her mouth, desperate for details, desperate for something to ease her mind.

Toby was the only thing she could count on, even more than the girls. She had Toby, _always_. He was the one person she was sure that would put her first, above everyone else.

The idea that he was just another thing that Alison had done first, like a hand-me-down toy, made her skin crawl.

"I'm sorry, what?" Alison asked, her smile growing as she looked at the brunette, who had started speaking without realizing it.

It took Spencer a few seconds to make the words form and vocalize coherently. "When did Toby have a crush on you?"

Alison shrugged her shoulders, like she wasn't loving every second of this conversation. "I don't know. . . . Maybe, like sixth grade."

Spencer sighed and relaxed a little. Clearly this wasn't a serious affair. "Oh," She nodded, trying to not let her relief show.

But then Hanna had to speak. "Let me guess, you and him hooked up, just like you and Ian and you and Ezra and you and half the town-"

"Hanna!" Emily cut off, her eyes wide. She was so oblivious to the games Alison played, it almost made Spencer want to smack her.

She knew that if she was starting to turn to violence, Ali had won. She knew Ali was trying to get to her, make her squirm, make her crumble.

But it didn't make a difference if it was all true.

It was make sense, in a bizarre sort of way, that of all the things to come out of Alison's mouth, this was the one thing she wasn't lying about. That was the universe Spencer knew. She'd allowed herself to believe Toby was the one thing untainted, completely pure in her life, despite all the -A trouble and lying and manipulation from her so called best friend.

_Hope breeds eternal misery._

"No," Alison replied to Hanna, unfazed by the slut implications. "We just fooled around on his bed a little."

For a second, Spencer's drink started to come backwards up her stomach. "You what!" She choked out, in between coughs.

Alison giggled at Spencer's reaction. "Calm down, Spence. He barely felt me up. We were only twelve."

Aria, who was rubbing Spencer's leg as she coughed a little more, kicked Alison in the shin. "Are you trying to upset her?" She snapped.

"What's with the anger, guys?" Alison asked coolly. "I'm just sharing. I thought that's what friends did."

All the girls this time rolled their eyes. They could have used Alison's sharing before she dropped off the face of the earth and left them to deal with -A.

Emily, who'd taken on the role of placater, spoke. "Well, maybe we-"

"I'm sorry," Spencer cut in when she could breathe clearly again. "I'm sorry, you fooled around on Toby's bed?" She accused, like it was a dirty sin.

Alison smirked a little. "When his parents weren't home."

Spencer's eyes widen as she shoved her drink straight down her throat. She was going to get answers and she wasn't sure she could handle them sober. She knew maybe this was irrational. Toby was still with her and he loved her. It's not like Alison was telling her he'd been cheating.

But it disturbed her.

Spencer never counted Jenna as a past romance. Toby had no say in that whatsoever, therefore that did not count.

She'd secretly been proud to be his one and only. His first and his last.

Even without sex, Toby kissing Alison, Toby touching Alison like that made her head want to explode.

He was _her_'_s_, not Alison's.

And it wasn't even like this was just some girl when he was twelve. That alone may make her a little sad to know she wasn't his first real everything. But this was the girl who spent the majority of her adolescence making Spencer feel inferior. Mental scars still stung the back of her mind. Times when Alison told her that top made her look bad, her chest was way too small to be noticeable, her hair was too curly to be attractive, her sister was clearly better at sports, her parents must be disappointed in a daughter like her. The time when Alison refused to let her sit next to them in the lunchroom and when Spencer argued with her, she shoved her plate of mashed potatoes and gravy on Spencer. The time when Alison tripped her in gym class and then got everyone laughing at her. The time when Alison started the rumor that Spencer taped her bra and that's why she had no boobs. The time when Alison backed her into a corner and then loudly said, in front of the entire Girls Locker Room, that Spencer was too ugly for anyone to ever want to date. She even made up a chant for the Girls Locker Room to say. It carried on for weeks, carrying to the boys and upperclassmen. _"What's gawky, flat and hideous? Spencer Hastings!"_

The idea that Toby could have been attracted to someone who caused her such pain, even if she remained her best friend, made Spencer's stomach churn.

Unwisely, Spencer refilled her cup and took another swig. "What do you mean, he felt you up?" She challenged Alison, raising one eyebrow.

Alison narrowed her eyes to slits, "He felt my boobs, Spencer. What do you think?"

"I'm just saying," Spencer snapped, "He didn't do that with me until we had been dating for a while. And _we_ weren't twelve."

"Maybe he respected you more," Hanna threw in snidely, clearly on Spencer's side.

"Or maybe he just knew there was nothing to feel up on you," Alison stated, looking Spencer up and down knowingly.

The problem with Ali is she never stated anything as an opinion. Everything she said was fact. If she thought something was ugly, she never said "I think that's hideous." She clearly and confidently stated, "That's the most hideous thing ever to grace this planet."

There was no room to disagree with Alison.

Before anyone else could say anything, Alison continued. "Anyway, before Spencer got jealous," She smirked at her, condescendingly, like she was a petulant child. "The point was, one day me and Toby were making out on his bed-his room was so cute, all soft and when you closed the curtains, the sunlight would barely peak in and leave this warm feeling. It's too bad you never saw that, Spencer," Ali kept her eyes on her, throwing a fake smile in her direction. "Anyway, his mom came in. She was so sweet but she had this way about her, like you could just tell she wasn't happy, you know? And so, Toby, me and her had a long talk. She was so sweet. A couple days later, she even told me that I was exactly the kind of girl who she hoped he'd meet one day."

Another thing about Ali, was that when she told a story and when she told a lie, her expression and tone were identical. There were no giveaways to her. She said everything with perfect clarity, like it just yesterday it happened.

And as much as Spencer wanted to believe Alison was just saying this because she knew it'd get to her, she couldn't be sure and it was tearing her up inside.

One final question fell from her lips, unsure if she even wanted an answer anymore. "Did you ask him to draw you pictures or did he do it to get your attention because-" She struggled with saying the words, something she didn't ordinarily let others so plainly see. "Because he liked you?"

Alison cocked one eyebrow up now, challenging Spencer. "What do you think, sweetie?"

That answer enough for Spencer to guzzle the rest of her drink and reach for another.

"He approached you?" Hanna asked, incredulous, clearly challenging her. "Toby Cavanaugh? Shy boy? I didn't know he spoke in full sentences until Spence and him were basically together."

"He is shy, Hanna," Alison's voice was sharp as iron. "That's why no one knew about our thing. And he didn't approach me in person."

"How did he then?" Emily asked, clearly confused.

"I told you guys, he left notes in my locker."

"I thought he left drawing in your locker," Spencer pressed, her eyes narrow.

Alison turned directly to her, clearly appreciating how blatantly she was getting to her. "They had notes on them. He said things like, 'you're the prettiest girl I've ever seen', 'you're the prettiest girl in this school', 'drawing you is my favorite past time'," She smirked again, this time bigger. "You know, stuff like that."

Spencer shut her eyes and gulped her drink. Alison's words were exactly what she didn't want to hear. Because when he wrote that, it means he saw Alison with Spencer and the rest of the girls and if he could have chosen, he would have chosen Alison.

He would have picked Alison over Spencer, just like everyone else.

He was the only person who ever truly made her feel like she was number one and he would have chosen the person who made her feel worthless over her.

That hit her harder than a bullet ever could have.

Alison knew that.

That's why she said it.

X.

It wasn't much later that the rain cleared up and then the roads were clear to drive.

The second she could, Spencer got out of the lake house and jumped into the car, picking the seat furthest away from Alison.

The ride home was quiet-and bumpy, making Spencer regret drinking so much. The other girls must have noticed that Spencer wasn't in the mood to talk as they gave her a wide berth and left her alone the entire ride.

None of the girls seemed overly shocked when Spencer flung herself from the car as it came to a halt in front of Alison's house.

"Spence, I can drive the rest of the way to your house," Emily offered.

"No, I'm fine," Spencer stumbled her way up the road towards her gated driveway.

"Spencer, you can just stay at my house tonight," Hanna offered sympathetically. Hanna seemed to be the most in tune to Spencer tonight.

"I'm just going to crash," Spencer stated quickly, trying to brush her best friend off. "I'm alright, really," She promised as Hanna climbed out of the car.

"Call me if you need anything," Hanna offered, hugging Spencer.

"Yeah, same here," Aria chimed in. "SOS, okay."

Quietly, so no one else could hear, Hanna whispered in her ear, "Do not let Alison get to you. That's what she wants."

As Spencer nodded and pulled away, she noticed Alison still by the edge of the car's bumper, her face looking more furious than ever.

She didn't like that her posse clearly were closer to each other than they were to her.

It gave Spencer more satisfaction than it should to know she felt excluded.

X.

That night, lying in bed, after stumbling into her living room, walking unsteadily as the alcohol was still in her system and realizing her parents weren't home, she went over her day again and again.

Every time she got to Alison's story, a new thought would enter her mind.

Why did he decide to draw pictures for Ali and leave her love notes? He must have found other girls pretty. Why didn't he draw them? Did he see the same thing every guy apparently saw when they looked at Alison? Did he still, even after all she did to him? Did he look at her and think she was prettier, smarter, more put together, funnier, sexier than Spencer?

Did Toby sing that chant with everyone else? _"What's gawky, flat and hideous? Spencer Hastings!"_

Did his mom really think Alison was exactly what she wanted for Toby?

Spencer felt angry tears spilling out of her eyes as she realized that Alison had met-and apparently got along really well with-Marion Cavanaugh, the most important person in Toby's life and the one person Spencer could never meet.

She couldn't take this anymore. She couldn't take this ripping feeling inside her chest or the feeling in her throat like she might puke at any given second-but that could be the alcohol-or the tension headache building in her forehead or overwhelming sense to just cry her eyes out.

_"Crying won't do you any good,"_ her father's voice rang out in her mind. _"You have to address and diminish the problem."_

Squeezing her eyes shut, Spencer realized that maybe that's exactly what she should do.

Address and diminish the problem.

She had to go to the source.

Only this time, not Alison-definitely not Alison.

Toby.

X.

The thunder and lightning rainstorm had started up again sometime after she arrived home but Spencer didn't let that slow her down. She didn't want to lose her nerve by turning around and going back inside. She was going to have a hard enough time asking Toby, "Remember when your mom was alive and before Jenna and then me and my friends ruined everything for you? Yeah, well, did you ever go to third base with Alison?"

Spencer realized her predicament when she got to her garage and remembered her parents had given her car to Melissa for the week as she had no way to get around Philly while her's was the shop.

Golden Child trumps, always.

For some reason this realization didn't slow her down, it made her more determined. She needed to see Toby, to clear her head of this incredible doubt that she'd been plagued with since Alison had first opened her mouth at the lake house.

Instead of calling a cab though-especially at this hour-Spencer decided to rough it in the rain. Toby's loft wasn't that far and the rain wasn't too heavy yet.

Oh, how wrong she'd been.

The rain seemed to be coming down faster each second, each drop hitting her harder than the last. In her haste and blind determination, she'd forgotten a jacket and, stupidly, didn't think about it until she was always three blocks away from her house.

Tempted to just drop it and go home, Spencer realized she was probably closer to Toby's than she was to her own place and tried to push through the blanket of icy cold water, chilling wind and loud crackling across the sky.

By the time she got to Toby she barely had the energy to climb the steps to his loft, having to head up the outside entrance.

"Toby," She cried out weakly, banging on the door like a limp animal. "Toby, please open up."

Wrapping her arms around herself, she shivered hard as the wind blew at her, making her now soaking clothes cling to her skin and her dripping hair swish across her shoulders and back.

"Toby, please let me in!" She called louder, hitting the door with all the strength she could muster. When she still faced no reply, she grew desperate. "Toby, please!"

This was feeling eerily familiar. It struck her quickly which night she was reminded of.

The night she'd bawled her eyes out on this exact threshold, crying for Toby, much like right now.

Only this time, before she could reach full hysteria, the door swung open to reveal a sleepy, disheveled Toby, clad in a t-shirt and pajama bottoms.

"Spencer?" He squinted at her in disbelief, not fully awake yet. "Spence, what are you doing out here?" Before she could answer, he looked at the clock on the wall by the door. "Do you know what time it is?"

Realizing she didn't, Spencer just shook her head, unsure of what to say, her chilliness now taking a backseat to her awkwardness.

Toby's vision must have suddenly clarified or he shook the sleep out of his brain because his eyes widened as he looked her over. "Spencer, what's wrong?" He exclaimed, looking at her dripping wet clothes-or lack thereof-and hair. "Why are you-"

Before he could continue, Spencer's alcohol filled stomach chose now to betray her and she struggled to puke only on the outside steps, not in the doorway.

Instantly, Toby dropped to his knees next to where she'd hunched and pulled her soaking wet hair back from her face.

She was a mess. They both knew it.

In the back of Spencer's mind, a little voice said, _even after spending two years on the run, Alison is more put together than you._

X.

Toby seemed to realize Spencer wasn't in the right state of mind to answer his inquiries and he didn't ask again. He pulled her into the loft and walked her to the kitchen, filling up a glass of water for her.

"How long have you been in the rain?" He asked, handing her the water before bringing his hands to her hair and steering her towards the sink.

Spencer shrugged as he tilted her head down and began to wring out her dripping wet brown locks. "I wasn't on your porch long," She quipped quickly, hoping he'd drop it.

Toby's eyes narrowed as he gave her a hard look, releasing her head and placing both hands on her shoulders. "How long were you in the rain, Spence?"

Spencer adverted her eyes before he could see the moisture in them. "I don't know. . . I walked from my house. . . I know it was stupid but I-"

Toby cut her off, his tone getting frantic. "Spence, you could have given yourself pneumonia or hypothermia or-"

"I know!" She exclaimed, her teeth chattering.

Toby looked her over once more before dropping his hands from her shoulders. "Go upstairs to my room, alright. I'll go get some towels to dry your hair."

Spencer nodded, still hoping he didn't see the tears that had been building up in her eyes. He must have noticed though because he squeezed her hands gently as she turned to leave. "Okay."

Trailing to his room at a snail's pace, it began to hit her just how ridiculous this whole thing was. Why couldn't she wait for morning to ask him? This was insane, to show up in the middle of the night, soaked to the bone as she walked through a rainstorm, puking on his doorstep.

She just wanted this day to rewind so she could do it all again, not go to the lake house with the girls, not listen to Ali, not let Ali get to her.

Even in her current state, she knew that was impossible. Alison _always_ got to her. She knew where to stick the knife, exactly where it would hurt the most.

She had barely sat down on her bed when Toby walked in carrying a huge, white fluffy towel. "I'm really sorry about all this," She whispered as he set the towel next to her.

Toby looked at her, slightly sardonic for a second. "Spence, there's nothing to be sorry for," His voice was laced with conviction, as if he actually believed this. Before she could argue though, he changed the subject slightly. "Arms up," He commanded.

She obeyed, allowing him to pull her wet shirt up over head, quickly working to peel it from her clammy skin. She removed the rest of her clothes as he bunched up her hair in the towel, pressing it tightly to get all the rain water out.

"Spence," He finally said, his eyes on her hair, not on her face like when he questioned her before. "Why did you walk all the way from your house?"

She shrugged, still shivering. "Melissa has my car," She stated, giving him the easy answer. He nodded, seeming to accept that for the moment at least. "What are you doing?" She asked as he started pulling his shirt over his head. "Toby," She murmured slowly. "I'm too cold right now to do tha-"

He cut her off with a humorless laugh. "The shirt is for you to _wear_, goofball," He rolled his eyes, pulling it clear over her head in one tug.

"Oh," She smiled as she pulled her arms into their holes, embarrassed by where her mind immediately went. He laughed again, this time tugging her backwards to lay horizontal on the bed, pulling her tightly against his now bare chest. "I like this better," She said, immediately sleepy, as she unconsciously traced his six pack.

"Don't get ahead of yourself," Toby grabbed her hand, restraining her wrist. "You aren't off the hook yet. I just have enough sense to not play twenty questions when you look like you went through the sprinkler at 3 in the morning." Spencer piped down then, looking everywhere but her boyfriend. "Does this have to do with -A?" He asked.

Spencer shook her head, keeping her eyes on the ceiling, focusing on the little dots. She came to the loft to get answers for herself but now she was here, she was caught between feeling embarrassed for overreacting and waking him up at this ungodly hour and feeling the urge to cry at her own ineptness.

He seemed to realize her silence was a sign of something more and ran his hand down her back gently. "Sweetheart, what is it?" He whispered, pressing his lips to her forehead. "Look at me," He moved his hand to her chin, tilting it up towards him. "You can tell me anything."

Spencer was right. Looking at him made her crack and before she knew it, she was a sobbing, blubbering mess. "Why am I crying?" She exclaimed, more to herself than to him.

His arms, which had constricted themselves around her, cradling her to him, tightened. "Shhh, you know you can always cry in my arms," He whispered into her hair, his arms squeezing her against his chest.

She allowed her face to fall into the crook of his neck. "But this is such a dumb reason! I don't even know why I'm upset!"

Toby just continued to rub her back. "Something that has you this disturbed is obviously not dumb," He murmured. "You walked through the rain at three in the morning, risked getting yourself sick, and you clearly are not going to school in the morning," He pointed out before running his hand through her hair. "Talk to me. You wouldn't do that for nothing."

Spencer shut her eyes, focusing on the smell of his skin to comfort her. "Ali was just talking. . . ." She trailed off, having no clue how to approach this.

"_Alison_ is what has you this upset?" Toby's voice raised an octave. "Why? Why do you let her get to you, baby?"

"I'm sorry," She cried, burying her face into him again.

Toby sighed, steering both of them into a sitting position, leaning against the headboard. "I don't want you to be sorry, Spence. I want you to be _happy_," He emphasized the word. "And Ali makes you the opposite."

Spencer waited for a few minutes for her waterworks to stop. Toby didn't speak again, just sat with her and ran his fingers through her hair, calming her down. Finally, Spencer spoke at last, knowing if she didn't blurt out these words, she'd never say them. "Alison said that you and her kind of. . . . dated." Alison hadn't said that, but going to third base when you're twelve is enough of an implication.

Toby stiffened for half a second, clearly taken off-guard, before laughing slightly. "Uh, what?"

Spencer continued, hoping to just get it all out there. "She said you had this huge crush on her and you drew her pictures and wrote her notes and told her she was the most beautiful girl in school and you guys went to third base on your bed and-and your mom loved her."

This time Toby unwrapped his arms from around Spencer and leaned back, getting a better view of her face. "And you believed her? Spence, why would you even think that was true?"

Caught between embarrassment for even asking and something close to relief, Spencer was at loss for words. "So this isn't true?"

Toby laughed once, shaking his head before reaching out and pulling her against him tightly, rocking her slightly. "I did have a crush on her," He admitted. "But it wasn't as serious as she apparently made it seem. Or maybe in the last two years it's gotten muddled in her brain. But, yes, I did have a crush on her and she knew it."

Spencer felt a pang of disappointment drop in her gut. She knew most guys like Alison and thought she was oh-so-beautiful but she always wanted to believe Toby was immune. "Oh," Was all she said, nodding against his shoulder.

Toby continued, still holding her tightly. "I think she only paid attention to me though because I used to doodle a lot in class and our lockers were next to each other, so when my notebook fell out and she saw my sketches, she _asked_ me to draw her something."

"She asked?" Spencer's eyes lit up at the possibility. This wasn't so bad. Alison may have gotten Toby to draw her stuff but she had to ask for it. Spencer got him to build her a rocking chair without even mentioning it.

Toby nodded before continuing. "It just kind of went from there," He explained, shrugging. "She liked the first drawing-I don't even know what it was-but then she asked for me to draw _her. _She even handed me a picture of her to look at. And she was the first girl to really pay much attention to me. And she was Alison Dilaurentis. Everyone knew her so I didn't mind that she was a year younger than me. Besides, I like underclassmen," He teased, rubbing his nose against her's, making her giggle despite herself. They hadn't gotten to the worst part yet. The part where Toby and Ali went to third base. Spencer was preparing for the worst. "As for the most beautiful girl in the school comment," He addressed. "That was over texting. Which we did all of four times. And I didn't exactly say it either," He added. "She asked if I thought she was pretty. I said yes. She said prettiest girl in school? And I basically said sure," He shrugged, like it was no big deal.

Spencer still didn't exactly relax but her tone shifted completely. "I'm sorry, she asked if you thought she was pretty? She freaking asked?" She exclaimed, a hysterical laugh falling out of her mouth.

Toby smiled slightly at her change in attitude. "I didn't really know what to say, honestly. It's kind of a weird question but how can you be like 'No, sorry but you're not'."

Spencer still wasn't past this new information. "She always told me I was too desperate and that she would never have to beg for compliments like I did."

Her response caught Toby off-guard. "What? Why would you have to beg for compliments?" He asked, tucking her hair behind her ear. "Spence, why do you let her make you feel like this?"

She hesitated slightly, looking downwards, before changing the subject slightly. "So what else happened between you and her?" She asked, unsure if she even wanted to know the rest anymore. This was good enough. She didn't need to know he felt Alison's boobs and stuck his tongue down her throat. She definitely didn't need to know that Marion saw Alison as a saint.

"I invited her over one day," Toby started, looking down too. This subject had approached a sour memory, she could tell. She knew Toby's expressions by heart and she knew when he really rather not think about something. But of course he did without complaint. For her. "She wasn't there long. We were barely in my room-" This was the part Spencer feared. She felt slightly dizzy even anticipating it but that could of been the alcohol or the cold. "And she said 'I know you wanna kiss me'," Spencer sucked in a breath. "And I leaned in to. . . . . . and then my mom walked into the room. She was disorientated and she asked why I was home already. I told her the time and she just. . . . looked even more confused." This was clearly something he struggled the talk about. Spencer reached out to touch his cheek, completely over her own jealousy and doubt for the moment. He placed his hand over her's before speaking again. "She, uh, she said she was just tired and I remember knowing something was definitely wrong. She'd been off for so long. It started gradual and then one day, everything was completely different and I always thought that if I had noticed quicker-" Spencer cut off his tangent.

"Toby, there was nothing you could have done," She whispered, forcefully, bringing her other hand to his opposite cheek. "You are the best son anyone could ever want. Don't even think you could have stopped what happened."

Toby nodded slowly, clearly not agreeing with her sentiments. "Anyway, I told Ali that I thought something was wrong with my mom, she called her lazy and I told her to get out. Immediately after that she turned on me and. . . . I became the black cat of Rosewood."

"Oh, Toby," Spencer whispered, drawing him into her arms. "I'm so sorry," She whispered, kissing the side of his neck, repeatedly.

He laughed quietly. "Why? You didn't do anything."

"That's my point! I didn't defend you-" She cut herself off, realizing something.

"Spence, it's not your job to-"

"Wait!" She interrupted. "You and Ali didn't _even_ kiss?"

"No," He confirmed, seeing exactly where her mind was going. "And my mom didn't even register her presence."

Spencer's mouth hung agape. "Then, why-" Once again, she cut herself off, stumbling over her words. "Why did Alison say. . ."

Toby shook his head, a now bitter-sad smile playing across his lips. "Because," He drew her hand up to his mouth. "She knew you'd have _this_ reaction."

Spencer looked at Toby, now ashamed. "I'm sorry-I'm so sorry, Toby! This was so ridiculous," She exclaimed, jumping up from his bed.

Instantly, he snaked both arms around her waist, tugging her backwards into his lap, keeping her back against his chest. "No, it's not ridiculous, Spencer. You are my entire life. If you're upset or hurting, baby, do not hide that from me. You can come to me at any hour and we'll talk until you feel better," He promised, kissing her temple. The second his lips touched her head, she relaxed completely, sagging into him. "Is there anything else you wanna ask?" He question tiredly, starting to lean both of them back with her still on his lap.

"Why don't you draw for me?" Spencer asked shyly.

Toby's answer was a lot more natural than she expected. "Because every time I try, I tear it up because it's never good enough for you," He explained, touching her cheek tiredly. "Anything else?"

Spencer chewed on her lip, still unsure. "I don't know."

Toby woke up a little more at that. "What would you be afraid to ask me?"

"Did you ever see Ali and me together and think. . .think she was prettier than me?" She asked, keeping her eyes on the ceiling above them again. It was such a vain question, she felt like some self-absorbed city girl for asking.

Toby's eyes widened. "No!" He answered, a little louder than she expected. "God, no! Spence," He trailed off for a second, looking at bashfully. "That's kind of why I said 'Sure' to her question instead of 'Yes, absolutely'. I _do_ think Ali's pretty." At his words, her stomach dropped, making it hard to breathe. But his next words filled her with love and relief. "But I also thought her brunette friend was a lot more beautiful than she was."

Spencer felt a smile light up her face the size of a small country. "Psssh, I know Emily's pretty, Toby! But, unfortunately for you, you're not really her type," She teased.

He laughed in her ear before mock sighing. "I guess I'll just have to settle for you then-Ow!" He made a big show of rubbing his bicep she'd just smacked.

"Jerk," She said over her shoulder, as she was still lying on top of him, before letting out a loud giggle.

He shook his head, wrapping both arms around her middle. "Is that all you wanted to ask?"

"Uh, do you think you could answer one more?" She asked, her tone sobering up.

"Sure," He kissed her hair again, sweet as cotton candy.

"Did you ever, like," She stopped for a second, trying to phrase this right. "Did you ever hear the stuff Ali would say about us? Her friends, I mean."

"The rumors she spread?"

"Yeah."

Toby rolled his tongue around his cheek for a second. "Sometimes, I guess. They were hard to dodge."

"What ones did you hear?" Spencer asked, almost afraid of the answer.

Toby hesitated. "I heard things like Aria played with voodoo dolls and stuck a pin in one's arm the day Shelly Williams fell in gym and broke her arm in three places." Spencer remembered that one too. It was vicious and completely untrue. "I heard Hanna tried to cannon ball into the pool at the club and sank to the bottom until the lifeguards dragged her out." That rumor was so uncalled for it made her blood boil thinking about it.

Before he could add any more, Spencer cut to the chase. "Toby, did you ever hear one about me?" She asked, sounding blank and defeated. She didn't even want this answer but she felt like she needed it. "Did you ever hear people do this. . . this really stupid chant? It went like," Unexpectedly, though she should have guessed, Spencer felt herself get choked up when she tried to vocalize the words people used to chant to her. She took a deep breath slowly, feeling Toby's eyes watch her every movement. "Anyway," She started again. "Did you ever hear about people singing it? Did you-did you chant it with the others?"

Toby swallowed hard, his eyes remaining on her face. Finally, he spoke but his voice was different. It wasn't tired or humorous or upbeat or even soft. It was disgusted. "I never heard. . . . I saw it." At his words, Spencer turned her head in his direction. "I was walking out of science class one day and you were walking up the other direction. You were wearing a red hoodie and your hair was in a half pony tail and you were just walking to your locker and suddenly the two girls next to you started singing this chant. I remember not understanding what they were saying and when I turned to ask someone, it started to get louder and louder and louder, until everyone was singing it and I remember you just . . . you dropped your backpack and your books and you tried to ran away down the hall but people just kept blocking you in, crowding around you, screaming that stupid chant-"

"What's gawky, flat and hideous!" She chanted for him, knowing she should say it because Toby never would.

"Alison Dilaurentis!" He chanted in the same tone, before she could say her own name. His response got the desired reaction and she laughed, hard. "Anyway, I remember just thinking how wrong it was that she did that to you. I didn't even know you then and I think I was more angry than you."

Instantly, she felt better. He didn't chant it, he wasn't ever under Ali's spell. "I should probably be upset you saw that," Spencer said evenly. "It wasn't my shining moment."

"You have nothing to be ashamed of," He whispered firmly in her ear.

Instead of replying, Spencer turned onto her stomach and burrowed into his neck. "Toby," She whispered, cuddling into him as close as she could get.

"Yes," He whispered back, running his hands through her hair again.

"Thank you."

"For what?" He asked softly, muddled where this had come from.

"For being so understanding tonight and . . . . for never making me feel like I was second to Alison. You're basically the only one I can count on to put me first and," She had to word what she said carefully or else she'd get choked up and cry again. "I'm sorry for tonight, I just-I went crazy when I thought of you liking Alison more than me at any point, even if we weren't together or didn't know-"

He cut off her rant by pressing his lips softly to her's. When he felt like she wasn't going to immediately resume, he pulled back. "First off, you will always be my first priority, my number one, my _everything_," He promised. "Don't ever doubt that. And second," He shook his head, his eyes gazing into her's affectionately. "You have to stop letting Alison make you so crazy. She's just doing it to get to you, Spence. And she's going to win. There's no fighting someone like that. They want to make you feel small so they can feel big and they'll stop at nothing until that happens. Spencer," He cupped her face, making her meet his eyes. "I love you. More than life itself. More than everything in the world combined. And tonight, she made you question that. She convinced you of a complete and utter lie. And you believed her, baby."

"I'm sorry-"

"I'm not saying you should be sorry, Spence. I'm saying that tonight proves that she isn't different. She has not changed. And you need to get away from her because," He stopped, hesitating before blurting out the rest. "I'm scared. She's a great liar-it's creepy how good she is-and she can just fabricate this stuff off the top of her head. I've seen her use this to hurt so many people-myself included-"

"Are you worried she's going to do something to you because I swear if she does-"

"I am worried she'll do something to me," Toby confirmed. "But I'm terrified she'll do something to hurt you. I'm not scared of her for me. I'm scared of her for _you_. I've seen her in action and. . . I can't watch her hurt you. Not now, not again and again," He gripped her tighter to him, rubbing her back but managing to keep eye contact. "What happened tonight, what happened that day in the hall and all the times in between. . . . I can't just watch it go on, like it's nothing. It broke my heart when we weren't even friends. How can I stand it now? I can't stand to see you in pain. How can I stand being around her, the person who continuously hurts you over and over again?"

Spencer was silent for a long time after he was done with his rant, nodding against his skin. "I'm not going to be in pain," She finally said. Upon his puzzled expression, she continued. "I'm not. Because I have you. Because, if I'm your number one, then I'll always be okay," She promised. "As long as me and you stick together and we put each other first, she'll never come between us. Her sick games won't work. Not if we're stronger than her. She can throw whatever she wants at me. If I have you, then next time I won't be trying to run down the hall. I'll be running into your arms. As long as I'm your number one."

At her words, Toby's mouth contorted into a grin before he leaned over to press his lips against her forehead, lingering there for a long time. "Always."

She looked up at him from her entanglement, cradled in his arms. "And forever."

"Forever."


End file.
